The first time the New Zealand visitors led was in the final minute when replacement fly-half Chris Noakes kicked his second penalty at a silent Free State Stadium.

Highlanders won possession from the resultant kick-off, kept the ball among the forwards until the full-time hooter sounded, and replacement scrum-half Jimmy Cowan belted the ball into the main stand.

As if facing an at-times rampant South African team was not enough, the men from Dunedin were two short for several first-half minutes after hooker Andrew Hore and England flank James Haskell got yellow cards.

Cheetahs replacement fly-half Sias Ebersohn bowed his head and tried to hold back tears after the final whistle as he fluffed a simple penalty attempt just before Noakes snatched victory.

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Ebersohn came off the bench on the hour mark when pivot Johan Goosen, who had contributed 18 points, was forced to retire after hurting his shoulder while scoring the Cheetahs' third try that was converted for a 30-9 advantage.

Highlanders hit back with three converted tries to draw level only to fall behind again before nerve-less Noakes slotted penalties on 72 and 80 minutes to keep his team second in the New Zealand conference and fifth overall.

"That was an unbelievable match," said Highlanders loose-head prop and skipper Jamie MacKintosh. "We were bloody awful and indisciplined until we discovered some momentum during the second half.

"I really feel for the Cheetahs, who are a great attacking side, but we felt their defence was a bit narrow so once we started getting our hands on the ball the plan was to go wide and get around them."

Cheetahs hooker and captain Adriaan Strauss found it hard to accept that his team had let a big lead slip and remain 11th on the southern hemisphere provincial championship standings, six points off the last play-off spot.

"I am so disappointed as we had chances to finish the game off when well ahead. We just were not smart enough as the Highlanders started finding space and running at us," he admitted.

Cowan scored two tries and Noakes one for Highlanders, all of which Noakes converted and he added two penalties to the three kicked by fly-half Mike Delany during the opening half which ended with Cheetahs 23-9 ahead.

Leading Super 15 points scorer Goosen raised his season total to 145 with a try, two conversions and three penalties while Ebersohn contributed one conversion and one penalty from five attempts at goal.

Loose-head prop Coenie Oosthuizen and debutant lock Andries Ferreira scored first-half tries for the home team, whose only consolation was a bonus point for losing narrowly.

Cheetahs host struggling Australian outfit Western Force next Saturday while Highlanders travel south to Indian Ocean city Durban for a showdown with Coastal Sharks the same day.